Is Proxy Access Inevitable?

As a follow-up to our Sidley Updates issued July 24, 2015 and September 29, 2015, this update reflects recent developments relating to proxy access, including new SEC guidance and draft proxy voting policy updates issued by Institutional Shareholder Services. Among other things, we have updated the chart of proxy access provisions in an appendix which highlights, on a company-by-company basis, various terms adopted by 62 companies so far in 2015, including the terms adopted by 25 companies since our last update.

Proxy access will likely follow the pattern of majority voting in uncontested director elections and become common among S&P 500 companies in the next several years. While proxy access has been the subject of shareholder proposals for several years, 2015 is a tipping point. This year’s proxy season saw a significant increase in the number of shareholder proxy access proposals and shareholder support for such proposals, as well as an increased frequency of negotiation and adoption of proxy access via board action – including an accelerating trend towards board adoption without having received a shareholder proposal – or, to a lesser extent so far, submission of a management proposal to a shareholder vote. 

Click here to view this Sidley Update. 
 

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